UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): 08/25/2014
Discovery Communications, Inc.
(Exact name of registrant as specified in its charter)
Commission File Number: 001-34177
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Delaware
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35-2333914
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(State or other jurisdiction of
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(IRS Employer
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incorporation)
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Identification No.)
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One Discovery Place
Silver Spring, Maryland 20910
(Address of principal executive offices, including zip code)
240-662-2000
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
As previously reported by Discovery Communications, Inc. (the “Company”), on May 22, 2014, the Company entered into a share repurchase agreement (the “Agreement”) with Advance/Newhouse Programming Partnership (“ANPP”) to repurchase from ANPP shares of the Company’s Series C convertible participating preferred stock, par value $0.01 per share, on a quarterly basis in accordance with the terms of the Agreement. On August 25, 2014, the Company and ANPP entered into a letter agreement (the “Letter Amendment”), which amends the Agreement to give the Company the right to terminate the Agreement, in the Company’s sole discretion, upon delivery of written notice of termination to ANPP. Except as expressly amended by the Letter Amendment, the Agreement remains in full force and effect in accordance with its original terms.
A copy of the Letter Amendment is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The material terms of the Agreement are summarized in Item 1.01 of the Company’s Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on May 22, 2014, which is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No.
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Description
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10.1
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Letter Amendment, dated August 25, 2014, between Discovery Communications, Inc. and Advance/Newhouse Programming Partnership
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Discovery Communications, Inc.
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Date: August 26, 2014
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By:
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/s/ Andrew Warren
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Andrew Warren
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Senior Executive Vice President and Chief Financial Officer
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EXHIBIT INDEX
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Exhibit No.
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Description
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10.1
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Letter Amendment, dated August 25, 2014, between Discovery Communications, Inc. and Advance/Newhouse Programming Partnership
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August 25, 2014
Advance/Newhouse Programming Partnership
5823 Widewaters Parkway
E. Syracuse, NY 13057
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Re:
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Share Repurchase Agreement, dated as of May 22, 2014 (the “
Agreement
”), by and between Discovery Communications, Inc. (“
Discovery
”) and Advance/Newhouse Programming Partnership (“
ANPP
”)
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Ladies and Gentlemen:
By signing in the space below, please confirm the agreement of ANPP and Discovery that the Agreement be and is hereby amended by amending and restating clause (d) of Section 6.1 of the Agreement as set forth below:
“(d) the delivery by Buyer (in its sole discretion) to Seller of written notice of termination of this Agreement (“
Termination Notice
”); and”.
[Signature Page Follows]
Except as otherwise expressly set forth above, the Agreement shall remain in full force and effect in accordance with its original terms.
Very truly yours,
DISCOVERY COMMUNICATIONS, INC.
By:
/s/ Eugenia Collis
Name: Eugenia Collis
Title: Senior Vice President and Treasurer
ACKNOWLEDGED AND AGREED
AS OF THE DATE FIRST SET FORTH ABOVE:
ADVANCE/NEWHOUSE PROGRAMMING PARTNERSHIP
By:
/s/ Steven Miron
Name: Steven A. Miron
Title: Chief Executive Officer